EXHIBIT 12

BellSouth Corporation

Computation Of Earnings To Fixed Charges

(Dollars In Millions)

	For the Three Months Ended March 31,
	2005	2006
Earnings
Income from continuing operations before provision for income taxes, minority interest, discontinued operations, and cumulative effect of accounting change	$ 1,037	$ 1,161
Equity in (earnings) losses of unconsolidated affiliates	80	(139)
Portion of rental expense representative of interest factor	27	28
Distributed income of equity affiliates	—	—
Interest expense	291	279
Income, as adjusted	$ 1,435	$ 1,329
Fixed Charges
Interest expense	$ 291	$ 279
Interest capitalized	2	3
Portion of rental expense representative of interest factor	27	28
Fixed Charges	$ 320	$ 310
Ratio of Earnings to Fixed Charges	4.48	4.29